<PAGE>

                                                                    EXHIBIT 4(d)


================================================================================



                       HAWAIIAN ELECTRIC INDUSTRIES, INC.

                                       TO

                                 CITIBANK, N.A.

                                     Trustee


                                 _______________


                          THIRD SUPPLEMENTAL INDENTURE

                         Dated as of ____________, 2002


                                       to


                                    INDENTURE

                          Dated as of October 15, 1988


                                 ______________



================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
RECITALS .................................................................    1

                                   ARTICLE ONE

                                   DEFINITIONS

Section 1.01   Terms from the Indenture ..................................    2
Section 1.02   Definitions of New Terms ..................................    2

                                ARTICLE TWO

                        CREATION OF SERIES D NOTES

Section 2.01   Creation of the Series D Notes ............................    3
Section 2.02   Particulars of the Series D Notes .........................    3


                               ARTICLE THREE

                            ADDITIONAL COVENANT

Section 3.01   Additional Covenant for Series D Notes ....................    7
               Restrictions On Sales of HECO .............................    7

                               ARTICLE FOUR

                               MISCELLANEOUS

Section 4.01   Counterparts ..............................................    7
Section 4.02   Other Sections of Indenture not Affected ..................    7
Section 4.03   Severability ..............................................    7
Section 4.04   Administrative Procedures .................................    7
</TABLE>

EXHIBIT A      FORM OF SERIES D NOTE--FIXED RATE
EXHIBIT B      FORM OF SERIES D NOTE--FLOATING RATE

<PAGE>

                  THIRD SUPPLEMENTAL INDENTURE, dated as of ____________, 2002,
between Hawaiian Electric Industries, Inc., a corporation duly organized and
existing under the laws of the State of Hawaii (herein called the "Company"),
having its principal office at 900 Richards Street, Honolulu, Hawaii 96813, and
Citibank, N.A., a national banking association duly organized and existing under
the laws of the United States, as Trustee (herein called the "Trustee"), having
its principal corporate trust office at 111 Wall Street, New York, New York
10043.

                             RECITALS OF THE COMPANY

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an Indenture dated October 15, 1988 (herein called the "Original
Indenture"), to provide for the issuance from time to time of its unsecured
debt, notes or other evidences of indebtedness (in the Original Indenture and
herein called the "Securities"), to be issued in one or more series as in the
Original Indenture provided; and

                  WHEREAS, the Original Indenture, as the same hereby is or from
time to time in the future may be amended or supplemented by indentures
supplemental thereto, is hereinafter referred to as the "Indenture"; and

                  WHEREAS, under the Indenture, $60,000,000 aggregate principal
amount of the Company's Medium-Term Notes, Series A ("Series A Notes"),
$244,000,000 aggregate principal amount of the Company's Medium-Term Notes,
Series B ("Series B Notes"), and $300,000,000 aggregate principal amount of the
Company's Medium-Term Notes, Series C ("Series C Notes"), have been executed,
authenticated, delivered and issued by the Company; and

                  WHEREAS, Section 901 of the Indenture provides that without
the consent of any Holders under the Indenture, the Company and the Trustee may
enter into an indenture supplemental to the Indenture for, among other things,
the purpose of establishing the form or terms of the Securities of any series as
contemplated in Sections 201 and 301 of the Indenture, including, without
limitation, adding to the covenants of the Company for the benefit of the
Holders of all Securities under the Indenture; and

                  WHEREAS, the Company by action duly taken has authorized the
issuance of a series of Securities to be designated as "Medium-Term Notes,
Series D" (the "Series D Notes"), which series is limited in aggregate principal
amount to $300,000,000 and is subject to such provisions as are set forth in
this Third Supplemental Indenture to the Indenture; and

                  WHEREAS, the Company, in the exercise of the powers and
authority conferred upon and reserved to it under Section 901 of the Indenture
and pursuant to appropriate action of its Board of Directors or committees
thereof, has fully resolved and determined to make, execute and deliver to the
Trustee a Third Supplemental Indenture in the form hereof for the purposes
herein provided; and

                  WHEREAS, all conditions have been complied with, all actions
have been taken and all things have been done which are necessary to make the
Series D Notes, when executed

<PAGE>

by the Company and authenticated by or on behalf of the Trustee, and when
delivered as herein and in the Indenture provided, the valid obligations of the
Company and to make this Third Supplemental Indenture a valid and binding
supplemental indenture.

          NOW, THEREFORE, THIS THIRD SUPPLEMENTAL INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
Series D Notes by the Holders thereof, it is mutually covenanted and agreed, for
the equal and proportionate benefit of all Holders of the Series D Notes, as
follows:

                                   ARTICLE ONE

                                   DEFINITIONS

          Section 1.01 Terms from the Indenture. For all purposes of this Third
                       ------------------------
Supplemental Indenture, except as otherwise expressly provided or unless the
context otherwise requires:

          (1) terms used herein in capitalized form and defined in the Original
Indenture shall have the meanings specified in the Original Indenture;

          (2) the words "herein," "hereof" and "hereto" and other words of
similar import used in this Third Supplemental Indenture refer to this Third
Supplemental Indenture as a whole and not to any particular section or other
subdivision of this Third Supplemental Indenture.

          Except as otherwise expressly provided or unless the context otherwise
requires, "Third Supplemental Indenture" means this instrument as originally
executed or, if amended or supplemented pursuant to the applicable provisions of
the Indenture, as so amended or supplemented.

          Section 1.02 Definitions of New Terms. The following terms used herein
                       ------------------------
shall have the following meanings in this Third Supplemental Indenture:

          "Capital Stock" means, with respect to any Person, any and all
corporate stock, shares, interests, participations or other equivalents (however
designated) of corporate stock of such Person.

          "HECO" shall mean Hawaiian Electric Company, Inc., a corporation duly
organized under the laws of the Kingdom of Hawaii and duly existing under the
laws of the State of Hawaii, and any surviving, resulting or transferee
corporation.

          "Voting Shares" means the shares of Capital Stock of any Person of any
class or classes ordinarily having voting power for the election of directors of
such Person.

                                        2

<PAGE>

          "Wholly-Owned Subsidiary" means a Person 100% of whose Voting Shares
are at the time owned by the Company directly or indirectly through other
Wholly-Owned Subsidiaries.

                                   ARTICLE TWO

                           CREATION OF SERIES D NOTES

          Section 2.01 Creation of the Series D Notes. There is hereby created a
                       ------------------------------
new series of Securities to be issued under the Indenture and this Third
Supplemental Indenture designated as "Medium-Term Notes, Series D" (the "Series
D Notes").

          The Series D Notes shall constitute a single series of Securities
under the Indenture and shall be in the forms of Fixed Rate Note or Floating
Rate Note attached hereto as Exhibit A and Exhibit B, respectively.

          Section 2.02 Particulars of the Series D Notes. In accordance with
                       ---------------------------------
Section 301 of the Indenture, the Series D Notes shall have the following terms
(the numbered clauses set forth below corresponding to the numbered subsections
of said Section 301):

          1. The title of the Securities of the series is "Medium-Term Notes,
Series D".

          2. The limit upon the aggregate principal amount of the Series D Notes
which may be authenticated and delivered under the Indenture (except for Series
D Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Series D Notes pursuant to Section 304, 305,
306, 906 or 1107 of the Indenture) is $300,000,000. Subject to the foregoing,
the aggregate principal amount of the Series D Notes to be issued and sold from
time to time shall be as agreed to by an Agent and the Company as described in
the Distribution Agreement, dated ____________, 2002, among the Company and
Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman, Sachs & Co., Robert
W. Baird & Co. Incorporated, Janney Montgomery Scott LLC and U.S. Bancorp Piper
Jaffray Inc. (the "2002 Distribution Agreement"). The Company will notify the
Trustee of such aggregate principal amount, as well as the other terms and
provisions thereof, in accordance with the Administrative Procedures (the
"Administrative Procedures") attached as Annex II to the 2002 Distribution
Agreement.

          3. Interest payments in respect of Series D Notes will be in an amount
equal to the interest accrued from and including the immediately preceding
Interest Payment Date in respect of which interest has been paid or duly made
available for payment (or from and including the Original Issue Date (as defined
herein), if no interest has been paid or duly made available for payment) to but
excluding the applicable Interest Payment Date or Maturity, as the case may be.
Interest shall be payable with respect to a Series D Note to the Person in whose
name such Series D Note is registered at the close of business on the Regular
Record Date for each Interest Payment Date, provided, however, that interest
payable at Maturity will be payable to the person to whom principal shall be
payable. The first payment of interest on any Series D Note originally issued
between a Regular Record Date and the related Interest Payment Date will

                                        3

<PAGE>

be made on the Interest Payment Date immediately following the next succeeding
Regular Record Date to the Holder on such next succeeding Regular Record Date.

          4.  The date on which the principal of each of the Series D Notes is
payable shall be any Business Day from nine months to thirty years from the date
of issuance agreed to and established on behalf of the Company by any two of the
President, Financial Vice President, Treasurer or Controller (the "Authorized
Officers") from time to time pursuant to the 2002 Distribution Agreement and the
Administrative Procedures and shall be set forth in a related pricing supplement
(each, a "Pricing Supplement") to the Prospectus dated ____________, 2002 (the
"Prospectus") relating to the Series D Notes and in the Series D Notes.

          5.  Each of the Series D Notes shall bear interest either at a fixed
rate, in which event the attached form of Fixed Rate Note shall be utilized, or
at a floating rate, in which event the attached form of Floating Rate Note shall
be utilized. Unless otherwise specified in the applicable Floating Rate Note,
the floating rate of interest may be calculated by reference to the Commercial
Paper Rate, the Prime Rate, LIBOR, the Treasury Rate, the CD Rate or the Federal
Funds Rate, as set forth in the attached form of Floating Rate Note (each, a
"Base Rate"), plus or minus a "Spread" and/or multiplied by a Spread Multiplier,
in each case as and to the extent set forth in the applicable Floating Rate Note
and Pricing Supplement. The rate (fixed or floating) at which each of the Series
D Notes shall bear interest shall be determined and established by any two
Authorized Officers of the Company from time to time pursuant to the
Administrative Procedures and shall be set forth in a Pricing Supplement to the
Prospectus and in the applicable Series D Notes. Such rate shall also be the
rate at which interest shall accrue on any overdue principal and premium and (to
the extent that the payment of such interest shall be legally enforceable) on
any overdue installment of interest. Each interest-bearing Series D Note will
bear interest from the date of issuance of such Series D Note (the "Original
Issue Date") at the rate per annum, in the case of a Fixed Rate Note, or
pursuant to the interest rate formula, in the case of a Floating Rate Note, in
each case as set forth in such Series D Note and the applicable Pricing
Supplement, until the principal thereof is paid or made available for payment.
Unless otherwise indicated in the applicable Series D Note and Pricing
Supplement, the "Regular Record Date" with respect to any Fixed Rate Note and
any Floating Rate Note shall be the date (whether or not a Business Day) 15
calendar days prior to the related Interest Payment Date.

          Except as otherwise set forth in the Prospectus for the Series D
Notes, the applicable Pricing Supplement or the applicable Series D Note,
interest on the Series D Notes shall be payable, in the case of Fixed Rate
Notes, semi-annually on February 10 and August 10 in each year; in the case of
Floating Rate Notes which reset daily, weekly, or monthly, on the third
Wednesday of each month or on the third Wednesday of January, April, July and
October of each year (as specified in the applicable Pricing Supplement and in
such Floating Rate Note); in the case of Floating Rate Notes which reset
quarterly, on the third Wednesday of January, April, July and October of each
year; in the case of Floating Rate Notes which reset semi-annually, on the third
Wednesday of the two months of each year specified in the applicable Pricing
Supplement and in such Floating Rate Note; and in the case of Floating Rate
Notes which reset annually, on the third Wednesday of the month of each year
specified in the applicable Pricing Supplement and in such Floating Rate Note
(each, an "Interest Payment Date"); and in each case, at Maturity with respect
to the principal then maturing. If any Interest

                                        4

<PAGE>

Payment Date or the Maturity of a Fixed Rate Note falls on a day that is not a
Business Day, the related payment of principal, premium, if any, and/or interest
need not be made on such day, but may be made on the next succeeding Business
Day as if made on the date such payment was due, and no additional interest will
accrue in respect of the payment made on that next succeeding Business Day. If
any Interest Payment Date other than the Maturity Date for any Floating Rate
Note would otherwise be a day that is not a Business Day, such Interest Payment
Date will be postponed to the next succeeding Business Day, and interest will
continue to accrue in respect of the payment made on that next succeeding
Business Day, except that in the case of a Floating Rate Note as to which LIBOR
is an applicable Base Rate and that Business Day falls in the next succeeding
calendar month, the particular Interest Payment Date will be the immediately
preceding Business Day. If the Maturity Date of a Floating Rate Note falls on a
day that is not a Business Day, the Company will make the required payment of
Principal, premium, if any, and interest on the next succeeding Business Day,
and no additional interest will accrue in respect of the payment made on that
next succeeding Business Day. As used herein, "Business Day" means any day other
than a Saturday or Sunday or any other day on which banks in The City of New
York are generally authorized or obligated by law or executive order to close,
and with respect to Floating Rate Notes as to which LIBOR is an applicable Base
Rate, is also a London Business Day. As used herein, "London Business Day" means
any day on which dealings in deposits in United States dollars are transacted in
the London interbank market.

          6. The place or places where the principal of (and premium, if any)
and interest on Series D Notes, if issued in certificated form, shall be payable
and where the Series D Notes, if issued in certificated form, are to be
surrendered for registration of transfer or exchange, shall be at the offices
and agencies of the Company maintained for that purpose in the Borough of
Manhattan in The City of New York, which shall be the Corporate Trust Office of
the Trustee, or at such other location selected by the Company, agreed to by the
Trustee and consistent with the Indenture (a "Place of Payment"). Payments of
the principal (and premium, if any) and interest due with respect to Series D
Notes issued in book-entry form will be made by the Company through the Trustee
to The Depository Trust Company, or other depositary selected by the Company,
consistent with procedures agreed to by the Company and such depositary.
Payments of the principal (and premium, if any) and interest due at Maturity
with respect to any Series D Note, if issued in certificated form, will be made
in immediately available funds upon presentation and surrender of such Series D
Note (and, in the case of any repayment on an Optional Repayment Date, upon
submission of a duly completed election form in accordance with the provisions
described below) at the Corporate Trust Office or other Place of Payment,
provided, however, that such Series D Note is presented to the Trustee or other
--------  -------
Paying Agent in time for the Trustee or other Paying Agent to make such payments
in such funds in accordance with its normal procedures. Payments of interest
other than at Maturity with respect to such Series D Note will be made at the
Corporate Trust Office; provided, however, that the payment of such interest may
                        --------  -------
be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
Notwithstanding the foregoing, a Holder of $10,000,000 or more in aggregate
principal amount of such Series D Notes, if issued in certificated form, having
the same Interest Payment Dates will be entitled to receive interest payments
(other than at Maturity) by wire transfer of immediately available funds if
appropriate wire transfer instructions have been received in writing by the
Trustee not

                                        5

<PAGE>

less than 15 calendar days prior to the applicable Interest Payment Date. Any
such wire transfer instructions received by the Trustee shall remain in effect
until revoked by such Holder.

          7. The Series D Notes are not redeemable by the Company prior to
Maturity unless otherwise specified pursuant to the Administrative Procedures
and set forth in the related Pricing Supplement to the Prospectus, and unless a
Redemption Commencement Date and an Initial Redemption Percentage are specified
in the Series D Notes. Such redemption of any Series D Note may be made in whole
or in part at the discretion of the Company, upon not less than 30 nor more than
60 calendar days' notice, provided that if such redemption could result in a
Series D Note remaining Outstanding in a denomination of less than the
applicable minimum denomination, such Series D Note shall be redeemed in whole.
The Series D Notes, if provided for in an applicable Pricing Supplement and in
the Series D Notes, will be subject to repayment at the option of the Holders
thereof, on not less than 30 nor more than 60 calendar days' notice, in
accordance with the terms of such Series D Notes on their respective optional
repayment date, if any, as agreed upon by the Company and the purchasers thereof
at the time of sale (each, an "Optional Repayment Date"). If no Optional
Repayment Date is indicated with respect to a Series D Note, such Note will not
be repayable at the option of the Holder thereof prior to its Stated Maturity.

          8. Unless otherwise specified pursuant to the Administrative
Procedures and set forth in the related Pricing Supplement to the Prospectus,
there is no obligation of the Company to redeem or purchase the Series D Notes
pursuant to any sinking fund or analogous provision, or at the option of a
Holder thereof.

          9. The Series D Notes will be denominated in, and payments of
principal, premium, if any, and interest, if any, in respect thereof will be
made in, United States dollars. Each Series D Note will be issued in fully
registered book-entry form or certificated form and the denominations in which
the Series D Notes shall be issuable are $1,000 and any amount in excess thereof
which is an integral multiple of $1,000.

          10. No covenants, agreements or warranties, other than those set forth
in the Original Indenture and this Third Supplemental Indenture, shall apply to
the Series D Notes.

          11. Section 403 of the Indenture shall apply to the Series D Notes.

          12. Section 1101 of the Indenture shall apply to the Series D Notes.

          13. Upon declaration of acceleration of the Maturity of the Series D
Notes pursuant to Section 502 of the Indenture, the entire principal amount of
the Series D Notes (other than Discount Notes) shall be payable.

                                       6

<PAGE>

                                  ARTICLE THREE

                               ADDITIONAL COVENANT

               Section 3.01 Additional Covenant for Series D Notes. Subject to
                            --------------------------------------
Section 1010 of the Indenture, the following covenant shall be an additional
covenant so long as any Series D Notes are Outstanding:

               Restrictions On Sales of HECO. The Company will not sell,
               -----------------------------
transfer or otherwise dispose of, or permit HECO to issue, sell, transfer or
otherwise dispose of, other than to the Company or to a Wholly-Owned Subsidiary,
Voting Shares of HECO; provided, however, that this covenant shall not restrict
                       --------  -------
consolidations of HECO with or mergers of HECO with or into (i) the Company or
any Wholly-Owned Subsidiary or (ii) any other corporation if the corporation
formed by such consolidation or merger shall be a Wholly-Owned Subsidiary of the
Company.

                                  ARTICLE FOUR

                                  MISCELLANEOUS

               Section 4.01 Counterparts. This instrument may be executed in any
                            ------------
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

               Section 4.02 Other Sections of Indenture not Affected. All
                            ----------------------------------------
Articles, Sections and portions of Sections of the Original Indenture other than
those supplemented and amended as provided above are hereby ratified, confirmed
and continued in full force and effect in their entirety and are not hereby
supplemented or amended in any way.

               Section 4.03 Severability. If any provisions of this Third
                            ------------
Supplemental Indenture shall be invalid, inoperative or unenforceable as applied
in any particular case in any jurisdiction or jurisdictions or in all
jurisdictions, or in all cases because it conflicts with any other provision or
provisions hereof or any constitution or statute or rule of public policy, or
for any other reason, such circumstances shall not have the effect of rendering
the provisions in question inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions herein contained
invalid, inoperative, or unenforceable to any extent whatever.

               Section 4.04 Administrative Procedures. The Trustee shall comply
                            -------------------------
with the Administrative Procedures, as they may be amended from time to time in
accordance with the 2002 Distribution Agreement.

                                        7

<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, and their respective corporate seals to be hereunto affixed and
attested, all as of the date and year first above written.

                               HAWAIIAN ELECTRIC INDUSTRIES, INC.

[CORPORATE SEAL]
                               By: __________________________________
                                   Name:   Robert F. Mougeot
Attest:                            Title:  Financial Vice President, Treasurer
                                           and Chief Financial Officer

________________________       By: __________________________________
                                   Name:   Curtis Y. Harada
                                   Title:  Controller and
                                           Principal Accounting Officer

                               CITIBANK, N.A., as Trustee

[CORPORATE SEAL]
                               By: __________________________________
Attest:                            Name:   Patrick De Felice
                                   Title:  Vice President

________________________


                                       8

<PAGE>

STATE OF HAWAII           )
                          )    ss.:
CITY & COUNTY OF HONOLULU )


                  On the ____ day of ____________, 2002, before me personally
came Robert F. Mougeot and Curtis Y. Harada, to me known, who, being by me duly
sworn, do depose and say that they are the Financial Vice President, Treasurer
and Chief Financial Officer, and Controller and Principal Accounting Officer of
Hawaiian Electric Industries, Inc., one of the corporations described in and
which executed the foregoing instrument; that they know the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation; and that they signed by their name thereto by like authority.

                                               Molly M. Egged

                                               _________________________________
                                               Notary Public, State of Hawaii
                                               My commission expires: ________

<PAGE>

STATE OF NEW YORK   )
                    )    ss.:
COUNTY OF NEW YORK  )


                  On the ___ day of ___________, 2002, before me personally came
Patrick De Felice, to me known, who, being by me duly sworn, did depose and say
that he is Vice President of Citibank, N.A., one of the corporations described
in and which executed the foregoing instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by authority of the Board of Directors of said
corporation, and that he signed his name thereto by like authority.


                                            ------------------------------------
                                            Notary Public, State of New York

                                                              [Name]
                                                Notary Public, State of New York
                                                       No. __________
                                                 Qualified in New York County
                                                 Commission Expires _______

<PAGE>

                                                                       Exhibit A
                                                                       ---------

                             FORM OF FIXED RATE NOTE

             (Except as otherwise indicated, the bracketed language
           applies only to Notes held in book-entry form through DTC)

         [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY (THE "DEPOSITARY") TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                       HAWAIIAN ELECTRIC INDUSTRIES, INC.
                           MEDIUM-TERM NOTE, SERIES D
                                  (Fixed Rate)

CUSIP No.                                Principal Amount:  $

FXR No.                                  Stated Maturity Date:

Original Issue Date:                     Redemption Commencement Date:

Interest Rate:                           Initial Redemption Percentage:

Interest Payment Date(s):                Annual Redemption Percentage Reduction:

[ ]   Check if a Discount Note           Other Provisions:
        Issue Price:

                                         Addendum Attached:  [ ]  Yes   [ ]  No

Optional Repayment Date(s):

<PAGE>

         HAWAIIAN ELECTRIC INDUSTRIES, INC., a corporation duly organized and
existing under the laws of Hawaii (hereinafter called "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to

, or registered assigns, the principal sum of
                                                                        DOLLARS
on the Stated Maturity Date specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest thereon from the
Original Issue Date specified above or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, periodically on the
Interest Payment Date or Dates specified above, commencing with the first such
Interest Payment Date next succeeding the Original Issue Date specified above,
and on the Stated Maturity Date (or any Redemption Date or any Optional
Repayment Date with respect to which such option has been exercised, each such
Stated Maturity Date, Redemption Date and Optional Repayment Date being
hereinafter referred to as a "Maturity" with respect to the principal repayable
on such date), at the Interest Rate per annum set forth above, until the
principal hereof is paid or made available for payment, and at the Interest Rate
per annum set forth above on any overdue premium and (to the extent that the
payment of such interest shall be legally enforceable) on any overdue
installment of interest; provided, however, that if such Original Issue Date is
                         --------  -------
after the Regular Record Date and before the Interest Payment Date immediately
following such Regular Record Date, interest payments will commence on the
second Interest Payment Date following the Original Issue Date to the Holder of
this Note on the Regular Record Date with respect to such second Interest
Payment Date. Interest on this Note will be computed on the basis of a 360-day
year of twelve 30-day months.

         Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other Provisions" apply to this Note as specified above, this Note will be
subject to the terms set forth in such Addendum or such "Other Provisions."

         Interest on this Note will accrue from and including the immediately
preceding Interest Payment Date in respect of which interest has been paid or
duly made available for payment (or from and including the Original Issue Date
if no interest has been paid or duly made available for payment) to, but
excluding, the applicable Interest Payment Date or Maturity, as the case may be.
If any Interest Payment Date or the Maturity of this Note falls on a day that is
not a Business Day, the related payment of principal, premium, if any, and/or
interest need not be made on such day, but may be made on the next succeeding
Business Day as if made on the date such payment was due, and no additional
interest will accrue in respect of the payment made on that next succeeding
Business Day. The interest so payable, and punctually paid or duly made
available for payment, on any Interest Payment Date will, as provided in such
Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record
Date for each Interest Payment Date, which date (whether or not a Business Day),
shall be 15 calendar days next preceding each such Interest

                                       2

<PAGE>

Payment Date; provided, however, that interest payable at Maturity will be
payable to the Person to whom the principal hereof will be payable. Any such
interest not so punctually paid or duly provided for will forthwith cease to be
payable to the Holder on such Regular Record Date and may either be paid to the
Person in whose name this Note (or one or more Predecessor Notes) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Notes not less than 10 calendar days prior to such Special Record
Date, or be paid at any time in any other lawful manner not inconsistent with
the requirements of any securities exchange on which the Notes of this series
may be listed, and upon such notice as may be required by such exchange, all as
more fully provided in said Indenture. As used herein, "Business Day" means any
day other than a Saturday or Sunday or any other day on which banks in The City
of New York are generally authorized or obligated by law or executive order to
close.

         This Note is one of a duly authorized issue of securities of the
Company (herein called the "Securities", and the series thereof to which this
Note belongs being herein called the "Notes"), issued and to be issued in one or
more series under an Indenture dated as of October 15, 1988, as supplemented by
a Third Supplemental Indenture, dated as of ___________, 2002 (as so
supplemented, hereinafter called the "Indenture"), between the Company and
Citibank, N.A., as trustee (herein called the "Trustee", which term includes any
successor trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights, limitations of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Notes and of the terms upon which the Notes
are, and are to be, authenticated and delivered. This Note is one of the series
designated above. The Notes of this series may be issued from time to time at
varying maturities (between nine months and thirty years from the Original Issue
Date specified above) and interest rates and in an aggregate principal amount up
to $300,000,000.

         Payments of the principal (and premium, if any) and interest due with
respect to this Note, if issued in book-entry form, will be made by the Company
through the Trustee to The Depository Trust Company, or other depositary
selected by the Company, consistent with procedures agreed to by the Company and
such depositary. Payments of the principal (and premium, if any) and interest
due at Maturity with respect to this Note, if issued in certificated form, will
be made in immediately available funds upon presentation and surrender of such
Note (and, in the case of any repayment on an Optional Repayment Date, upon
submission of a duly completed election form in accordance with the provisions
described herein) at the Corporate Trust Office or the Trustee or other Paying
Agent, provided, however, that this Note is presented to the Trustee or other
       --------  -------
Paying Agent in time for the Trustee or other Paying Agent to make such payments
in such funds in accordance with its normal procedures. Payments of interest
other than at Maturity with respect to this Note, if issued in certificated
form, will be made at the Corporate Trust Office; provided, however, that the
                                                  --------  -------
payment of such interest may be made at the option of the Company by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register. Notwithstanding the foregoing, a Holder of
$10,000,000 or more in aggregate principal amount of Notes issued in
certificated form and having the same Interest Payment Dates will be entitled to
receive interest payments (other than at Maturity) by wire transfer of
immediately available funds if appropriate wire transfer

                                       3

<PAGE>

instructions have been received in writing by the Trustee not less than 15
calendar days prior to the applicable Interest Payment Date (any such wire
transfer instructions received by the Trustee to remain in effect until revoked
in writing by such Holder).

         This Note will not be subject to any sinking fund and, unless otherwise
specified in this Note in accordance with the provisions of the following two
paragraphs, will not be redeemable or repayable prior to the Stated Maturity
Date.

         If a Redemption Commencement Date and an Initial Redemption Percentage
are specified in this Note, this Note will be subject to redemption at the
option of the Company prior to the Stated Maturity Date on any date on or after
the Redemption Commencement Date specified in this Note, in whole or from time
to time in part in increments of $1,000 or the minimum authorized denomination
(provided that any remaining principal amount hereof will be at least $1,000 or
such minimum authorized denomination), at the Redemption Price together with
unpaid interest accrued thereon to the date fixed for redemption (each, a
"Redemption Date"), on notice given no less than 30 nor more than 60 calendar
days prior to the Redemption Date and in accordance with the provisions of the
Indenture. The "Redemption Price" will initially be the Initial Redemption
Percentage specified in this Note (as adjusted by the Annual Redemption
Percentage Reduction, if applicable) multiplied by the unpaid principal amount
of this Note to be redeemed. The Initial Redemption Percentage will decline at
each anniversary of the Redemption Commencement Date by the Annual Redemption
Percentage Reduction, if any, specified in this Note until the Redemption Price
is equal to 100% of the unpaid principal amount to be redeemed. In the event of
redemption of this Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same terms as this Note will
be issued in the name of the Holder hereof upon the presentation and surrender
hereof.

         If one or more Optional Repayment Dates are specified in this Note,
this Note will be subject to repayment by the Company at the option of the
Holder hereof prior to the Stated Maturity Date on the Optional Repayment
Date(s) specified in this Note, in whole or in part in increments of $1,000 or
the minimum authorized denomination (provided that any remaining principal
amount hereof will be at least $1,000 or such minimum authorized denomination),
at a repayment price equal to 100% of the unpaid principal amount to be repaid,
together with unpaid interest accrued thereon to the date fixed for repayment
(each, a "Repayment Date"). For this Note to be repaid, this Note must be
received, together with the form hereon entitled "Option to Elect Repayment"
duly completed, by the Trustee at its corporate trust office not less than 30
nor more than 60 calendar days prior to the Repayment Date. Exercise of such
repayment option by the Holder hereof will be irrevocable. In the event of
repayment of this Note in part only, a new Note of like tenor for the unrepaid
portion hereof and otherwise having the same terms as this Note will be issued
in the name of the Holder hereof upon the presentation and surrender hereof.

         If this Note is a Discount Note as specified herein, the amount payable
to the Holder of this Note in the event of redemption, repayment or acceleration
of maturity of this Note will be equal to the sum of (i) the Issue Price
specified in this Note (increased by any accruals of the Discount) and, in the
event of any redemption of this Note (if applicable), multiplied by the Initial
Redemption Percentage (as adjusted by the Annual Redemption

                                       4

<PAGE>

Percentage Reduction, if applicable) and (ii) any unpaid interest on this Note
accrued from the Original Issue Date to the Redemption Date, Optional Repayment
Date or date of acceleration of maturity, as the case may be. The difference
between the Issue Price and 100% of the principal amount of this Note, if a
Discount Note, is referred to herein as the "Discount."

          For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Optional Repayment Date or date of acceleration of
maturity of this Note, such Discount will be accrued so as to cause the yield on
the Note to be constant. The constant yield will be calculated using a 30-day
month, 360-day year convention, a compounding period that, except for the
Initial Period, corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period), a coupon rate equal
to the initial interest rate applicable to this Note and an assumption that the
maturity of this Note will not be accelerated. If the period from the Original
Issue Date to the initial Interest Payment Date (the "Initial Period") is
shorter than the compounding period for this Note, a proportionate amount of the
yield for an entire compounding period will be accrued. If the Initial Period is
longer than the compounding period, then such period will be divided into a
regular compounding period and a short period, with the short period being
treated as provided in the preceding sentence.

          The Indenture contains provisions for defeasance at any time of (a)
the entire indebtedness of this Note and (b) certain restrictive covenants, in
each case upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.

          If an Event of Default with respect to Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the right of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding, on behalf of the
Holders of all Securities of such series, to waive compliance by the Company
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed.

                                       5

<PAGE>

          As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Note is registrable in the
Security Register upon surrender of this Note for registration of transfer at
the office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Note are payable duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Notes of this
series of like tenor, of authorized denominations and for the same aggregate
principal amount will be issued to the designated transferee or transferees.

          Unless otherwise set forth above, the Notes of this series are
issuable only in registered form, without coupons, in minimum denominations of
$1,000 and any amount in excess thereof that is an integral multiple of $1,000.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, Notes of this series are exchangeable for a like aggregate
principal amount of Notes of this series of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

          No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note is overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

          All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

          Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

          This Note will for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

                                       6

<PAGE>

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:


                                            HAWAIIAN ELECTRIC INDUSTRIES, INC.

[CORPORATE SEAL]
                                            By: ________________________________
                                                Name:
                                                Title:

                                            By: ________________________________
                                                Name:
                                                Title:

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Securities of the series designated therein
referred to in the within mentioned Indenture.

                                            CITIBANK, N.A., as Trustee



                                            By: ________________________________
                                                Authorized Officer

                                       7

<PAGE>

                            OPTION TO ELECT REPAYMENT
             (For use only if Holder has option to elect repayment)


          The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to 100% of the principal amount to be repaid together
with unpaid accrued interest to the Optional Repayment Date, to the undersigned,
at _____________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)

          For this Note to be repaid, the Trustee must receive at the Corporate
Trust Office, ____________________________, New York, New York __________, or at
such other place or places of which the Company shall from time to time notify
the Holder of this Note, not less than 30 nor more than 60 calendar days prior
to an Optional Repayment Date, if any, specified in this Note, this Note with
this "Option to Elect Repayment" form duly completed.

          If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $1,000 or an integral multiple of $1,000 in excess of $1,000) of
the Notes to be issued to the Holder for the portion of this Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid).

                                        ________________________________________
Principal Amount

to be Repaid:  $________________        NOTICE:  The signature(s) on this Option
                                        to Elect Repayment must correspond with
Denomination(s) of Note(s) To Be        the name as specified in this Note in
Issued for Portion of Note Not Repaid   every particular, without alteration or
(if applicable): $______________        enlargement or any change whatsoever.

Date:  _________________________




<PAGE>

                                  ABBREVIATIONS

         The following abbreviations, when used in the inscription specified in
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

         TEN COM -- as tenants in common

         UNIF GIFT MIN ACT --....................Custodian......................
                                                               (Minor)

                        Under Uniform Gifts to Minors Act

                        .................................
                                     (State)

         TEN ENT-- as tenants by the entireties
         JT TEN -- as joint tenants with right of survivorship and not as
                   tenants in common

         Additional abbreviations may also be used though not in the above list.

<PAGE>

                         _____________________________

         FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfers unto

Please Insert Social Security or Other
       Identifying Number of-Assignee:

                         _____________________________

________________________________________________________________________________

                   PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
                         INCLUDING ZIP CODE OF ASSIGNEE:


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

the within Note and all rights hereunder, hereby irrevocably constituting and
appointing ____________________________________________________________________
attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.

Dated: _______________________________      ____________________________________


NOTICE: The signature to this assignment must correspond with the name as
specified in the within instrument in every particular, without alteration or
enlargement, or any change whatsoever.

<PAGE>

                                                                       Exhibit B
                                                                       ---------

                           FORM OF FLOATING RATE NOTE

         (Except as otherwise indicated, the bracketed language applies
               only to Notes held in book-entry form through DTC)


          [UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY (THE "DEPOSITARY") TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF
THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK) TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

                       HAWAIIAN ELECTRIC INDUSTRIES, INC.
                           MEDIUM-TERM NOTE, SERIES D
                                 (Floating Rate)

CUSIP No.:                                  Principal Amount: $

FLR No.                                     Stated Maturity Date:

Original Issue Date:                        Interest Payment Date(s):

Base Rate(s):                               Interest Determination Date(s):

Spread (indicate Plus or Minus):            Interest Reset Date(s):

Spread Multiplier:                          Initial Interest Reset Date:

Initial Interest Rate:

<PAGE>

Maximum Interest Rate:                      In LIBOR:
                                            [_] LIBOR Reuters
Minimum Interest Rate:                      [_] LIBOR Telerate

[_] Check if a Discount Note                Calculation Agent (if other
     Issue Price:                            than the Trustee):

Index Maturity:                             Optional Repayment Date(s):

Redemption Commencement Date:               Other Provisions:

Initial Redemption Percentage:              Addendum Attached: [_] Yes  [_] No

Annual Redemption Percentage Reduction:

          HAWAIIAN ELECTRIC INDUSTRIES, INC. a corporation duly organized and
existing under the laws of Hawaii (hereinafter called the "Company", which term
includes any successor corporation under the Indenture hereinafter referred to),
for value received, hereby promises to pay to

, or registered assigns, the principal sum of
                                                                        DOLLARS
on the Stated Maturity Date specified above (except to the extent redeemed or
repaid prior to the Stated Maturity Date), and to pay interest thereon from the
Original Issue Date specified above or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, periodically on each
Interest Payment Date, commencing with the first such Interest Payment Date next
succeeding the Original Issue Date specified above, and on the Stated Maturity
Date (or any Redemption Date or any Optional Repayment Date with respect to
which such option has been exercised, each such Stated Maturity Date, Redemption
Date and Optional Repayment Date being hereinafter referred to as a "Maturity"
with respect to the principal repayable on such date), at the rate of interest
to be determined in accordance with the following provisions (the "Floating
Interest Rate"), until the principal hereof is paid or made available for
payment, and at the Floating Interest Rate on any overdue premium and (to the
extent that the payment of such interest shall be legally enforceable) on any
overdue installment of interest; provided, however, that if such Original Issue
                                 --------  -------
Date is after a Regular Record Date and before the Interest Payment Date
immediately following such Regular Record Date, interest payments will commence
on the second Interest Payment Date following the Original Issue Date to the
Holder of this Note on the Regular Record Date with respect to such second
Interest Payment Date.

          Notwithstanding the foregoing, if an Addendum is attached hereto or
"Other Provisions" apply to this Note as specified above, this Note will be
subject to the terms set forth in such Addendum or such "Other Provisions."

          Interest on this Note will accrue from and including the immediately
preceding Interest Payment Date in respect of which interest has been paid or
duly made available for

                                       2

<PAGE>

payment (or from and including the Original Issue Date if no interest has been
paid or duly made available for payment) to, but excluding, the applicable
Interest Payment Date or Maturity, as the case may be (the "Interest Period").
If any Interest Payment Date other than the Maturity Date of this Note would
otherwise be a day that is not a Business Day, such Interest Payment Date will
be postponed to the next succeeding Business Day, and interest will continue to
accrue in respect of the payment made on that next succeeding Business Day,
except that in the case of a Floating Rate Note as to which LIBOR is an
applicable Base Rate and that Business Day falls in the next succeeding calendar
month, the particular Interest Payment Date will be the immediately preceding
Business Day. If the Maturity Date of a Floating Rate Note falls on a day that
is not a Business Day, the Company will make the required payment of Principal,
premium, if any, and interest on the next succeeding Business Day, and no
additional interest will accrue in respect of the payment made on that next
succeeding Business Day. The interest so payable, and punctually paid or duly
made available for payment, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Note (or one or more
Predecessor Notes) is registered at the close of business on the Regular Record
Date for each Interest Payment Date, which date (whether or not a Business Day)
shall be 15 calendar days next preceding such Interest Payment Date; provided,
however, that interest payable at Maturity will be payable to the Person to whom
the principal hereof will be payable. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Note
(or one or more Predecessor Notes) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Notes not less than 10
calendar days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes of this series may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture. As used herein, "Business Day" means any day other than a Saturday or
Sunday or any other day on which banks in The City of New York are generally
authorized or obligated by law or executive order to close, and with respect to
Notes as to which LIBOR is an applicable Base Rate, is also a London Business
Day. As used herein, "London Business Day" means any day on which dealings in
deposits in United States dollars are transacted in the London interbank market.

          This Note is one of a duly authorized issue of securities of the
Company (herein called the "Securities", and the series thereof to which this
Note belongs being herein called the "Notes"), issued and to be issued in one or
more series under an Indenture dated as of October 15, 1988, as supplemented by
a Third Supplemental Indenture dated as of ____________, 2002 (as so
supplemented, herein called the "Indenture"), between the Company and Citibank,
N.A., as trustee (herein called the "Trustee", which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Trustee and the Holders of the Notes and of the terms upon which the Notes are,
and are to be, authenticated and delivered. This Note is one of the series
designated above. The Notes of this series may be issued from time to time at
varying maturities (from nine months to thirty years from the Original Issue
Date specified above) and interest rates and in an aggregate principal amount up
to $300,000,000.

                                       3

<PAGE>

          Payments of the principal (and premium, if any) and interest due with
respect to this Note, if issued in book-entry form, will be made by the Company
through the Trustee to The Depository Trust Company, or other depositary
selected by the Company, consistent with procedures agreed to by the Company and
such depositary. Payments of the principal (and premium, if any) and interest
due at Maturity with respect to this Note, if issued in certificated form, will
be made in immediately available funds upon presentation and surrender of such
Note (and, in the case of any repayment on an Optional Repayment Date, upon
submission of a duly completed election form in accordance with the provisions
described herein) at the Corporate Trust Office of the Trustee or other Place of
Payment, provided, however, that this Note is presented to the Trustee or other
         --------  -------
Paying Agent in time for the Trustee or other Paying Agent to make such payments
in such funds in accordance with its normal procedures. Payments of interest
other than at Maturity with respect to this Note, if issued in certificated
form, will be made at the Corporate Trust Office; provided, however, that the
                                                  --------  -------
payment of such interest may be made at the option of the Company by check
mailed to the address of the Person entitled thereto as such address shall
appear in the Security Register. Notwithstanding the foregoing, a Holder of
$10,000,000 or more in aggregate principal amount of Notes issued in
certificated form and having the same Interest Payment Dates will be entitled to
receive interest payments (other than at Maturity) by wire transfer of
immediately available funds if appropriate wire transfer instructions have been
received in writing by the Trustee not less than 15 calendar days prior to the
applicable Interest Payment Date (any such wire transfer instructions received
by the Trustee to remain in effect until revoked in writing by such Holder).

          This Note will not be subject to any sinking fund and, unless
otherwise specified in this Note in accordance with the provisions of the
following two paragraphs, will not be redeemable or repayable prior to the
Stated Maturity Date.

          If a Redemption Commencement Date and an Initial Redemption Percentage
are specified in this Note, this Note will be subject to redemption at the
option of the Company prior to the Stated Maturity Date on any date on or after
the Redemption Commencement Date specified in this Note, in whole or from time
to time in part in increments of $1,000 or the minimum authorized denomination
(provided that any remaining principal amount hereof will be at least $1,000 or
such minimum authorized denomination), at the Redemption Price together with
unpaid interest accrued thereon to the date fixed for redemption (each, a
"Redemption Date"), on notice given no less than 30 nor more than 60 calendar
days prior to the Redemption Date and in accordance with the provisions of the
Indenture. The "Redemption Price" will initially be the Initial Redemption
Percentage specified in this Note (as adjusted by the Annual Redemption
Percentage Reduction, if applicable) multiplied by the unpaid principal amount
of this Note to be redeemed. The Initial Redemption Percentage will decline at
each anniversary of the Redemption Commencement Date by the Annual Redemption
Percentage Reduction, if any, specified in this Note until the Redemption Price
is equal to 100% of the unpaid principal amount to be redeemed. In the event of
redemption of this Note in part only, a new Note of like tenor for the
unredeemed portion hereof and otherwise having the same terms as this Note will
be issued in the name of the Holder hereof upon the presentation and surrender
hereof.

          If one or more Optional Repayment Dates are specified in this Note,
this Note will be subject to repayment by the Company at the option of the
Holder hereof prior to the

                                       4

<PAGE>

Stated Maturity Date on the Optional Repayment Date(s) specified in this Note,
in whole or in part in increments of $1,000 or the minimum authorized
denomination (provided that any remaining principal amount hereof will be at
least $1,000 or such minimum authorized denomination), at a repayment price
equal to 100% of the unpaid principal amount to be repaid, together with unpaid
interest accrued thereon to the date fixed for repayment (each, a "Repayment
Date"). For this Note to be repaid, this Note must be received, together with
the form hereon entitled "Option to Elect Repayment" duly completed, by the
Trustee at its corporate trust office not less than 30 nor more than 60 calendar
days prior to the Repayment Date. Exercise of such repayment option by the
Holder hereof will be irrevocable. In the event of repayment of this Note in
part only, a new Note of like tenor for the unrepaid portion hereof and
otherwise having the same terms as this Note will be issued in the name of the
Holder hereof upon the presentation and surrender hereof.

          If this Note is a Discount Note as specified herein, the amount
payable to the Holder of this Note in the event of redemption, repayment or
acceleration of maturity of this Note will be equal to the sum of (i) the Issue
Price specified in this Note (increased by any accruals of the Discount) and, in
the event of any redemption of this Note (if applicable), multiplied by the
Initial Redemption Percentage (as adjusted by the Annual Redemption Percentage
Reduction, if applicable) and (ii) any unpaid interest on this Note accrued from
the Original Issue Date to the Redemption Date, Optional Repayment Date or date
of acceleration of maturity, as the case may be. The difference between the
Issue Price and 100% of the principal amount of this Note, if a Discount Note,
is referred to herein as the "Discount."

          For purposes of determining the amount of Discount that has accrued as
of any Redemption Date, Optional Repayment Date or date of acceleration of
maturity of this Note, such Discount will be accrued so as to cause the yield on
the Note to be constant. The constant yield will be calculated using a 30-day
month, 360-day year convention, a compounding period that, except for the
Initial Period, corresponds to the shortest period between Interest Payment
Dates (with ratable accruals within a compounding period), a coupon rate equal
to the initial interest rate applicable to this Note and an assumption that the
maturity of this Note will not be accelerated. If the period from the Original
Issue Date to the initial Interest Payment Date (the "Initial Period") is
shorter than the compounding period for this Note, a proportionate amount of the
yield for an entire compounding period will be accrued. If the Initial Period is
longer than the compounding period, then such period will be divided into a
regular compounding period and a short period, with the short period being
treated as provided in the preceding sentence.

          Unless otherwise indicated herein, this Note will bear interest at a
rate determined by reference to an interest rate basis (the "Base Rate"), which
may be adjusted by a Spread and/or Spread Multiplier. The applicable Base Rate
may be: (a) the Commercial Paper Rate (if applicable, this Note being a
"Commercial Paper Rate Note"), (b) the Prime Rate (if applicable, this Note
being a "Prime Rate Note"), (c) LIBOR (if applicable, this Note being a "LIBOR
Note"), (d) the Treasury Rate (if applicable, this Note being a "Treasury Rate
Note"), (e) the CD Rate (if applicable, this Note being a "CD Rate Note"), (f)
the Federal Funds Rate (if applicable, this Note being a "Federal Funds Rate
Note") or (g) such other Base Rate or interest rate formula as is set forth
herein. If the applicable Base Rate is LIBOR, this Note will also specify the
Designated LIBOR Page, as such term is defined below.

                                       5

<PAGE>

          Unless otherwise specified herein, the interest rate with respect to
this Note will be calculated by reference to the specified Base Rate or Rates
(a) plus or minus the Spread, if any, and/or (b) multiplied by the Spread
Multiplier, if any. The "Spread" is the number of basis points (one
one-hundredth of a percentage point), if any, specified herein to be added to or
subtracted from the Base Rate for this Note to calculate the interest rate for
this Note, and the "Spread Multiplier" is the percentage, if any, specified
herein to be multiplied by the Base Rate (or by the Base Rate increased or
decreased by the Spread) to calculate the interest rate for this Note. The
"Index Maturity" for this Note is the period to maturity of the instrument or
obligation from which the Base Rate is calculated.

          Unless otherwise specified in this Note, the interest rate with
respect to each Base Rate will be determined in accordance with the applicable
provisions below. Except as set forth in this Note, the interest rate in effect
on each day shall be (i) if such day is an Interest Reset Date, the interest
rate determined as of the Interest Determination Date immediately preceding such
Interest Reset Date or (ii) if such day is not an Interest Reset Date, the
interest rate determined as of the Interest Determination Date immediately
preceding the most recent Interest Reset Date.

          The rate of interest on this Note will be reset daily, weekly,
monthly, quarterly, semi-annually or annually (each, an "Interest Reset Date").
The Interest Reset Date will be, in the case of Notes that reset daily, each
Business Day; in the case of Notes (other than Treasury Rate Notes) which reset
weekly, the Wednesday of each week; in the case of Treasury Rate Notes which
reset weekly, the Tuesday of each week; in the case of Notes which reset
monthly, the third Wednesday of each month; in the case of Notes which reset
quarterly, the third Wednesday of January, April, July and October of each year;
in the case of Notes which reset semi-annually, the third Wednesday of two
months of each year as specified above; and in the case of Notes which reset
annually, the third Wednesday of one month of each year as specified above;
provided, however, that the interest rate in effect from the Original Issue Date
--------  -------
to the first Interest Reset Date with respect to a Note will be the Initial
Interest Rate (as set forth in this Note). If any Interest Reset Date for this
Note would otherwise be a day that is not a Business Day, such Interest Reset
Date will be postponed to the next succeeding day that is a Business Day, except
that in the case of a Note as to which LIBOR is an applicable Base Rate, if such
Business Day falls in the next succeeding calendar month, such Interest Reset
Date will be the immediately preceding Business Day.

          Except as provided below, interest will be payable in the case of
Notes which reset: (i) daily, weekly or monthly, on the third Wednesday of each
month or on the third Wednesday of January, April, July and October of each
year, as specified above; (ii) quarterly, on the third Wednesday of January,
April, July and October of each year; (iii) semiannually, on the third Wednesday
of the two months of each year specified above; and (iv) annually, on the third
Wednesday of the month of each year specified above (each, an "Interest Payment
Date") and, in each case, at Maturity with respect to the principal repayable on
such date.

          The Interest Determination Date pertaining to an Interest Reset Date
for a Commercial Paper Rate Note (the "Commercial Paper Rate Interest
Determination Date"), for a Prime Rate Note (the "Prime Rate Interest
Determination Date"), for a CD Rate Note (the "CD

                                       6

<PAGE>

Rate Interest Determination Date") and for a Federal Funds Rate Note (the
"Federal Funds Rate Interest Determination Date") will be the second Business
Day preceding such Interest Reset Date. The Interest Determination Date for a
LIBOR Note (the "LIBOR Interest Determination Date") will be the second London
Business Day preceding such Interest Reset Date. The Interest Determination Date
pertaining to an Interest Reset Date for a Treasury Rate Note (the "Treasury
Interest Determination Date") will be the day of the week in which such Interest
Reset Date falls on which day Treasury bills (as defined below) would normally
be auctioned by the U.S. Department of the Treasury. Treasury bills are
generally sold at auction on Monday of each week, unless that day is a legal
holiday, in which case the auction is usually held on the following Tuesday,
except that such auction may be held on the preceding Friday. If, as a result of
a legal holiday, an auction is so held on the preceding Friday, such Friday will
be the Treasury Interest Determination Date pertaining to the Interest Reset
Date occurring in the next succeeding week. The Interest Determination Date
pertaining to a Note the interest rate of which is determined by reference to
two or more Base Rates will be the most recent Business Day that is at least two
Business Days prior to the applicable Interest Reset Date for this Note on which
each Base Rate is determinable. Each Base Rate will be determined as of the
applicable Interest Determination Date, and the applicable interest rate will
take effect on the applicable Interest Reset Date.

          Notwithstanding the other provisions herein, the daily Floating
Interest Rate hereon shall not be greater than the Maximum Interest Rate, if
any, or less than the Minimum Interest Rate, if any, specified in this Note and,
in addition, the Floating Interest Rate shall in no event be higher than the
maximum rate permitted by New York or Hawaii law, whichever is lower, as the
same may be modified by United States law of general application.

          Except as otherwise provided herein, all percentages resulting from
any calculations on this Note will be rounded to the nearest one
hundred-thousandth of a percentage point (with five one-millionths of a
percentage point being rounded up, e.g., 9.876545% (or .09876545) being rounded
to 9.87655% (or .0987655)), and all dollar amounts used in or resulting from
such calculation on this Note will be rounded to the nearest cent (with one half
cent being rounded up).

          Accrued interest is calculated by multiplying the principal amount of
this Note by an accrued interest factor. The interest factor is computed by
adding the interest factor calculated for each day in the Interest Period. The
interest factor (expressed as a decimal) for each such day is computed by
dividing the interest rate (expressed as a decimal) applicable to such date by
360, in the case of Commercial Paper Rate Notes, Prime Rate Notes, LIBOR Notes,
CD Rate Notes or Federal Funds Rate Notes, or by the actual number of days in
the year, in the case of Treasury Rate Notes. The interest factor for Notes for
which the interest rate is determined by reference to two or more Base Rates
will be calculated in each period in the same manner as if only the lowest,
highest or average of the applicable Base Rate applied, as specified above or in
the Addendum hereto.

          The Calculation Agent (which shall be the Trustee unless otherwise
specified above) shall calculate the Floating Interest Rate on this Note on or
before each Calculation Date and, upon request, provide to Holders the Floating
Interest Rate then in effect and, if calculated,

                                       7

<PAGE>

to become in effect. The Calculation Agent's determination of any Floating
Interest Rate will be final and binding in the absence of manifest error. The
Calculation Date, if applicable, pertaining to any Interest Determination Date
will be the earlier of (i) the tenth calendar day after such Interest
Determination Date, or, if such day is not a Business Day, the next succeeding
Business Day and (ii) the Business Day preceding the applicable Interest Payment
Date or Maturity, as the case may be.

          Unless otherwise provided in this Note, the Calculation Agent shall
determine each Base Rate in accordance with the following provisions:

Determination of Commercial Paper Rate

          The "Commercial Paper Rate" with respect to each Interest Reset Date
will be determined by the Calculation Agent on the Calculation Date and will be
the Money Market Yield (as defined below) as of the Commercial Paper Rate
Interest Determination Date next preceding such Interest Reset Date of the rate
for commercial paper having the Index Maturity specified above, as such rate
shall be published by the Board of Governors of the Federal Reserve System in
"Statistical Release H.15(519), Selected Interest Rates," or any successor
publication (such publication being hereinafter called "H.15(519)"), under the
heading "Commercial Paper-Nonfinancial". In the event that such rate is not
published prior to 3:00 P.M., New York City time, on the related Calculation
Date, then the Commercial Paper Rate with respect to such Interest Reset Date
will be the Money Market Yield on the applicable Commercial Paper Rate Interest
Determination Date of the rate for commercial paper of the Index Maturity
specified in this Note as published in the daily update of H.15(519), available
through the world-wide web site of the Board of Governors of the Federal Reserve
System at http://federalreserve.gov/releases/h15/update, or any successor site
or publication (such site or publication being hereinafter called "H.15 Daily
Update"), under the heading "Commercial Paper-Nonfinancial" (with an Index
Maturity of one month or three months being deemed to be an equivalent to an
Index Maturity of 30 days or 90 days, respectively). If by 3:00 P.M., New York
City time, on such Calculation Date such rate is not yet published in either
H.15(519) or H.15 Daily Update, then the Commercial Paper Rate will be
calculated by the Calculation Agent and shall be the Money Market Yield of the
arithmetic mean of the offered rates as of 11:00 A.M., New York City time, on
the applicable Commercial Paper Rate Interest Determination Date of three
leading dealers of commercial paper in The City of New York selected by the
Calculation Agent, in its discretion, for commercial paper of the specified
Index Maturity placed for an industrial issuer whose bond rating is "Aa," or the
equivalent, from a nationally recognized statistical rating organization. If the
dealers selected as aforesaid by the Calculation Agent are not quoting offered
rates as described in the preceding sentence, the Commercial Paper Rate with
respect to such Interest Reset Date will be the Commercial Paper Rate in effect
on such Interest Determination Date.

                                       8

<PAGE>

          "Money Market Yield" shall be a yield (expressed as a percentage)
calculated in accordance with the following formula:

               Money Market Yield = D x 360 x 100
                                    -------------
                                    360-(D x M)

where "D" refers to the applicable per annum rate for commercial paper quoted on
a bank discount basis and expressed as a decimal and "M" refers to the actual
number of days in the applicable Interest Reset Period.

Determination of Prime Rate

          The "Prime Rate" with respect to each Interest Reset Date will be
determined by the Calculation Agent on the Calculation Date and will be the rate
as of the Prime Rate Interest Determination Date next preceding such Interest
Reset Date as published in H. 15(519) under the heading "Bank Prime Loan". In
the event that such rate is not published prior to 3:00 P.M., New York City
time, on the related Calculation Date, then the Prime Rate with respect to such
Interest Reset Date will be the applicable rate as published in H.15 Daily
Update under the heading "Bank Prime Loan." If by 3:00 P.M., New York City time,
on such Calculation Date such rate is not yet published in either H.15(519) or
H.15 Daily Update, then the Prime Rate will be calculated by the Calculation
Agent and will be the arithmetic mean of the rates of interest publicly
announced by each bank that appears on such Prime Rate Interest Determination
Date on the display designated as page "USPRIME1" on the Reuters Monitor Money
Rates Service (or any successor service or such other page as may replace the
USPRIME1 page on that service for the purpose of displaying prime rates or base
lending rates of major United States banks) ("Reuters Screen USPRIME1 Page") as
such bank's prime rate or base lending rate as of 11:00 A.M., New York City
time, on such Prime Rate Interest Determination Date. If fewer than four such
rates appear on the Reuters Screen USPRIME1 Page as of 3:00 P.M., New York City
time, on the applicable Prime Rate Interest Determination Date, the Prime Rate
with respect to such Interest Reset Date will be the arithmetic mean of the
prime rates or base lending rates (quoted on the basis of the actual number of
days in the year divided by a 360-day year) as of the close of business on such
Prime Rate Interest Determination Date as furnished in The City of New York by
the major money center banks, if any, that have provided such quotations and by
a reasonable number of substitute banks or trust companies to obtain four such
prime rate quotations, provided such substitute banks or trust companies are
organized and doing business under the laws of the United States, or any state
thereof, each having total equity capital of at least $500 million and being
subject to supervision or examination by federal or state authority, selected by
the Calculation Agent to provide such rate or rates. If the banks or trust
companies selected as aforesaid by the Calculation Agent are not quoting rates
as described in the preceding sentence, the Prime Rate with respect to such
Interest Reset Date will be the Prime Rate in effect on such Prime Rate Interest
Determination Date.

Determination of LIBOR

          "LIBOR" with respect to each Interest Reset Date will be determined by
the Calculation Agent on the Calculation Date in accordance with the following
provisions:

                                       9

<PAGE>

     (i)  With respect to a LIBOR Interest Determination Date, LIBOR will be
either: (a) if "LIBOR Reuters" is specified in this Note, the arithmetic mean of
the offered rates (unless the Designated LIBOR Page by its terms provides only
for a single rate, in which case such single rate shall be used) for deposits in
U.S. dollars having the Index Maturity specified in this Note, commencing on the
applicable Interest Reset Date, that appear (or, if only a single rate is
required as aforesaid, appears) on the Designated LIBOR Page as of 11:00 A.M.,
London time, on such LIBOR Interest Determination Date, or (b) if "LIBOR
Telerate" is specified in this Note or if neither "LIBOR Reuters" nor "LIBOR
Telerate" is specified in this Note as the method for calculating LIBOR, the
rate for deposits in U.S. dollars having the Index Maturity specified in this
Note, commencing on such Interest Reset Date, that appears on the Designated
LIBOR Page as of 11:00 A.M., London time, on such LIBOR Interest Determination
Date. If fewer than two such offered rates so appear, or if no such rate so
appears where the Designated LIBOR Page provides only for a single rate, LIBOR
on such LIBOR Interest Determination Date will be determined in accordance with
the provisions described in subparagraph (ii) below.

     (ii) With respect to a LIBOR Interest Determination Date on which fewer
offered rates appear than are required in subparagraph (i) above, the
Calculation Agent will request the principal London offices of each of four
major reference banks in the London interbank market selected by the Calculation
Agent, in its discretion, to provide the Calculation Agent with its offered
quotation for deposits in U.S. dollars for the period of the Index Maturity
specified in this Note, commencing on the applicable Interest Reset Date to
prime banks in the London interbank market at approximately 11:00 A.M., London
time, on such LIBOR Interest Determination Date and in a principal amount that
is representative for a single transaction in U.S. dollars in such market at
such time. If at least two such quotations are so provided, then LIBOR on such
LIBOR Interest Determination Date will be the arithmetic mean of such
quotations. If fewer than two such quotations are so provided, then LIBOR on
such LIBOR Interest Determination Date will be the arithmetic mean of the rates
quoted at approximately 11:00 A.M., New York City time, on such LIBOR Interest
Determination Date by three major banks in The City of New York selected by the
Calculation Agent for loans in U.S. dollars to leading European banks, having
the Index Maturity specified in this Note and in a principal amount that is
representative for a single transaction in U.S. dollars in such market at such
time. If the banks so selected by the Calculation Agent are not quoting rates as
described in the preceding sentence, LIBOR determined as of such LIBOR Interest
Determination Date will be LIBOR in effect under the Note on such LIBOR Interest
Determination Date.

          "Designated to LIBOR Page" means (a) if "LIBOR Reuters" is specified
in this Note, the display in the Reuter Monitor Money Rates Service (or any
successor service) on the page specified in this Note (or any other page as may
replace such page on such service) for the purpose of displaying the London
interbank rates of major banks for U.S. dollars, or (b) if "LIBOR Telerate" is
specified in this Note or neither "LIBOR Reuters" nor "LIBOR Telerate" is
specified in this Note as the method for calculating LIBOR, the display on the
Moneyline Telerate Service (or any successor service) on the page specified in
this Note (or any other page as may replace such page on such service) for the
purpose of displaying the London interbank rates of major banks for U.S.
dollars.

Determination of Treasury Rate

                                       10

<PAGE>

          The "Treasury Rate" with respect to each Interest Reset Date will be
determined by the Calculation Agent on the Calculation Date and will be the rate
for the auction held on the Treasury Rate Interest Determination Date (the
"Auction") next preceding such Interest Reset Date of direct obligations of the
United States ("Treasury bills") having the Index Maturity specified in this
Note as published under the heading "INVESTMENT RATE" on the display on the
Moneyline Telerate Service (or any successor service) on page 56 (or any other
page as may replace that page on that service) or page 57 (or any other page as
may replace that page on that service). In the event that such rate is not
published prior to 3:00 P.M., New York City time, on the related Calculation
Date, then the Treasury Rate with respect to such Interest Reset Date will be
the Bond Equivalent Yield (as defined below) of the rate for the applicable
Treasury bills as published in H.15 Daily Update under the heading "U.S.
Government Securities/Treasury Bills/Auction High." In the event that the rate
referred to in the preceding sentence is not published prior to 3:00 P.M., New
York City time, on the related Calculation Date, then the Treasury Rate with
respect to such Interest Reset Date will be the Bond Equivalent Yield of the
auction rate of the applicable Treasury bills as announced by the United States
Department of the Treasury. In the event that the rate referred to in the
preceding sentence is not so announced by the United States Department of the
Treasury, or if the Auction is not held, then the Treasury Rate with respect to
such Interest Reset Date will be the Bond Equivalent Yield of the rate for the
applicable Treasury bills as published in H.15(519) under the heading "U.S.
Government Securities/Treasury Bills/Secondary Market." In the event that the
rate referred to in the preceding sentence is not published prior to 3:00 P.M.,
New York City time, on the related Calculation Date, then the Treasury Rate with
respect to such Interest Reset Date will be the rate for the applicable Treasury
Bills as published in H.15 Daily Update under the heading "U.S. Government
Securities/Treasury Bills/Secondary Market." In the event that the rate referred
to in the preceding sentence is not published prior to 3:00 P.M., New York City
time, on the related Calculation Date, then the Treasury Rate will be calculated
by the Calculation Agent and shall be the Bond Equivalent Yield of the
arithmetic mean of the secondary market bid rates, as of approximately 3:30
P.M., New York City time, on such Treasury Rate Interest Determination Date, of
three primary United States government securities dealers selected by the
Calculation Agent, in its discretion, for the issue of Treasury bills with a
remaining maturity closest to the Index Maturity designated in this Note. If the
dealers selected as aforesaid by the Calculation Agent are not quoting bid rates
as described in the preceding sentence, the Treasury Rate with respect to such
Interest Reset Date will be the Treasury Rate in effect under the Note on such
Treasury Rate Interest Determination Date.

          "Bond Equivalent Yield" means a yield (expressed as a percentage)
calculated in accordance with the following formula:

          Bond Equivalent Yield =   D x N x 100
                                    -----------
                                    360-(D x M)

where "D" refers to the applicable per annum rate for Treasury Bills quoted on a
bank discount basis and expressed as a decimal, "N" refers to 365 or 366, as the
case may be, and "M" refers to the actual number of days in the applicable
Interest Reset Period.

Determination of CD Rate

                                       11

<PAGE>

          The "CD Rate" with respect to each Interest Reset Date will be
determined by the Calculation Agent on the Calculation Date and will be the rate
as of the CD Rate Interest Determination Date next preceding such Interest Reset
Date for negotiable United States dollar certificates of deposit having the
Index Maturity specified in this Note as published in H.15(519) under the
heading "CDs (secondary market)". In the event that such rate is not published
prior to 3:00 P.M., New York City time, on the related Calculation Date, then
the CD Rate with respect to such Interest Reset Date shall be the rate on such
CD Rate Interest Determination Date for negotiable United States dollar
certificates of deposit having the Index Maturity specified in this Note as
published in H.15 Daily Update under the heading "CDs (secondary market)". If by
3:00 P.M., New York City time, on such Calculation Date such rate is not
published in either H.15(519) or H.15 Daily Update, the CD Rate with respect to
such Interest Reset Date shall be calculated by the Calculation Agent and shall
be the arithmetic mean of the secondary market offered rates, as of 10:00 A.M.,
New York City time, on such CD Rate Interest Determination Date, of three
leading nonbank dealers in negotiable United States dollar certificates of
deposit in The City of New York selected by the Calculation Agent for negotiable
United States certificates of deposit of major United States money center banks
with a remaining maturity closest to the Index Maturity specified in this Note
in United States dollars. If the dealers selected as aforesaid by the
Calculation Agent are not quoting rates as described in the preceding sentence,
the CD Rate with respect to such Interest Reset Date will be the CD Rate in
effect under the Note on such CD Rate Interest Determination Date.

Determination of Federal Funds Rate

          The "Federal Funds Rate" with respect to each Interest Reset Date will
be determined by the Calculation Agent on the Calculation Date and will be the
rate as of the Federal Funds Interest Determination Date next preceding such
Interest Reset Date for United States dollar federal funds as published in H.
15(519) under the heading "Federal Funds (Effective)" and displayed on the
Moneyline Telerate Service (or any successor service) on page 120 (or any other
page as may replace that page on that service). In the event that such rate does
not appear on such page 120 or is not published prior to 3:00 P.M., New York
City time, on the relevant Calculation Date, then the Federal Funds Rate with
respect to such Interest Reset Date will be the rate on such Federal Funds
Interest Determination Date as published in H.15 Daily Update under the heading
"Federal Funds (Effective)". If by 3:00 P.M., New York City time, on such
Calculation Date such rate is not published in either H.15(519) or H.15 Daily
Update, the Federal Funds Rate with respect to such Interest Reset Date shall be
calculated by the Calculation Agent and shall be the arithmetic mean of the
rates, as of 9:00 A.M., New York City time, on the applicable Federal Funds
Interest Determination Date, for the last transaction in overnight United States
federal funds arranged by three leading brokers of United States federal funds
transactions in The City of New York selected by the Calculation Agent. If the
brokers selected as aforesaid by the Calculation Agent are not quoting rates as
described in the preceding sentence, the Federal Funds Rate with respect to such
Interest Reset Date will be the Federal Funds Rate in effect under the Note on
such Federal Funds Interest Determination Date.

          The Indenture contains provisions to defeasance at any time of (a) the
entire indebtedness of this Note and (b) certain restrictive covenants, in each
case upon compliance by the Company with certain conditions set forth therein,
which provisions apply to this Note.

                                       12

<PAGE>

          If an Event of Default with respect to Notes of this series shall
occur and be continuing, the principal of the Notes of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in principal amount of the Securities at the
time Outstanding of each series to be affected. The Indenture also contains
provisions permitting the Holders of specified percentages in principal amount
of the Securities of each series at the time Outstanding on behalf of the
Holders of all Securities of such series to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof, whether or not notation of such
consent or waiver is made upon this Note.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Note at the times, places and rate, and in the coin or
currency, herein prescribed.

          As provided in the Indenture and subject to certain limitations
therein and herein set forth, the transfer of this Note is registrable in the
Security Register upon surrender of this Note for registration of transfer at
the office or agency of the Company in any place where the principal of (and
premium, if any) and interest on this Note are payable duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by the Holder hereof or his
attorney, duly authorized in writing and thereupon one or more new notes of this
series and of like tenor, of authorized denominations and for the same aggregate
principal amount will be issued to the designated transferee or transferees.

          Unless otherwise set forth above, the Notes of this series are
issuable only in registered form, without coupons, in minimum denominations of
$1,000 and any amount in excess thereof that is an integral multiple of $1,000.
As provided in the Indenture and subject to certain limitations therein and
herein set forth, Notes of this series are exchangeable for a like aggregate
principal amount of Notes of this series of like tenor of a different authorized
denomination, as requested by the Holder surrendering the same.

          No service charge shall be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.

          Prior to due presentment of this Note for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may treat
the Person in whose name

                                       13

<PAGE>

this Note is registered as the owner hereof for all purposes, whether or not
this Note is overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.

          All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

          Unless the certificate of authentication hereon has been executed by
the Trustee by manual signature, this Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose.

          This Note will for all purposes be governed by, and construed in
accordance with, the laws of the State of New York.

                                       14

<PAGE>

          IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.

Dated:

                                           HAWAIIAN ELECTRIC INDUSTRIES, INC.
[CORPORATE SEAL]

                                           By: _________________________________
                                               Name:
                                               Title:

                                           By: _________________________________
                                               Name:
                                               Title:


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

                                           CITIBANK, N.A., as Trustee

                                           By: _________________________________
                                               Authorized Officer

                                       15

<PAGE>

                            OPTION TO ELECT REPAYMENT
             (For use only if Holder has option to elect repayment)


          The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion hereof specified below) pursuant to its
terms at a price equal to 100% of the principal amount to be repaid together
with unpaid accrued interest to the Optional Repayment Date, to the undersigned,
at _____________________________________________________________________________
________________________________________________________________________________
(Please print or typewrite name and address of the undersigned)

          For this Note to be repaid, the Trustee must receive at the Corporate
Trust Office, ____________________________, New York, New York __________, or at
such other place or places of which the Company shall from time to time notify
the Holder of this Note, not less than 30 nor more than 60 calendar days prior
to an Optional Repayment Date, if any, specified in this Note, with this "Option
to Elect Repayment" form duly completed.

          If less than the entire principal amount of this Note is to be repaid,
specify the portion hereof (which shall be in increments of $1,000) which the
Holder elects to have repaid and specify the denomination or denominations
(which shall be $1,000 or an integral multiple of $1,000 in excess of $1,000) of
the Notes to be issued to the Holder for the portion of this Note not being
repaid (in the absence of any such specification, one such Note will be issued
for the portion not being repaid).

                                        ________________________________________
Principal Amount
to be Repaid:  $_________________       NOTICE:  The signature(s) on this Option
                                        to Elect Repayment must correspond with
Denomination(s) of Note(s) To Be        the name as specified in this Note in
Issued for Portion of Note Not Repaid   every particular, without alteration or
(if applicable): $_______________       enlargement or any change whatsoever.

Date: ___________________________

<PAGE>

                                 ABBREVIATIONS

         The following abbreviations, when used in the inscription specified in
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.

         TEN COM -- as tenants in common

         UNIF GIFT MIN ACT -- .................. Custodian .....................
                                                                (Minor)

                       Under Uniform Gifts to Minors Act

                       .................................
                                    (State)

         TEN ENT-- as tenants by the entireties
         JT TEN -- as joint tenants with right of survivorship
                   and not as tenants in common

         Additional abbreviations may also be used though not in the above list.

<PAGE>
                          ____________________________

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfers unto

Please Insert Social Security or Other
       Identifying Number of Assignee:

                          ____________________________

________________________________________________________________________________

                   PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS
                         INCLUDING ZIP CODE OF ASSIGNEE:

________________________________________________________________________________


________________________________________________________________________________


________________________________________________________________________________


the within Note and all rights hereunder, hereby irrevocably constituting and
appointing  ___________________________________________________________ attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.

Dated:  __________________


NOTICE: The signature to this assignment must correspond with the name as
specified in the within instrument in every particular, without alteration or
enlargement, or any change whatsoever.